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DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293
<br />a protective order or other appropriate relief or remedy. If a protective order or other remedy is not timely
<br />sought or obtained, the Party subject to the request shall furnish only that portion of the Confidential
<br />Information which is legally required and such Parry shall use all reasonable efforts to ensure that confidential
<br />treatment shall be accorded such Confidential Information.
<br />(b) Participant Records. All medical, billing, and other records regarding Participants
<br />shall be kept confidential by EDH, in accordance with applicable state and federal laws, including HIPAA, and
<br />the Business Associate Agreement to the extent applicable. EDH shall share such information internally only
<br />with those having a need to know such information and shall advise any such persons of their confidentiality
<br />obligations.
<br />6.4 HIPAA Combliance. EDH may receive Protected Health Information from Sponsor,
<br />Participants, the Plan, the Plan Administrator, and/or other vendor of the Plan. EDH shall comply with HIPAA
<br />and with the provisions of that certain business associate agreement executed by Sponsor and EDH, which is
<br />attached to this Agreement as Exhibit C and incorporated herein by reference (the "Business Associate
<br />Agreement"). Without limiting the foregoing, the Parties shall coordinate delivery and execution of any future
<br />agreements which may be required pursuant to HIPAA or other applicable law to allow Sponsor, the Plan, the
<br />Plan Administrator, and/or other vendor of the Plan to transfer relevant Protected Health Information to EDH.
<br />6.5 Survival. The provisions of this Article 6 shall survive any termination or expiration of this
<br />Agreement.
<br />ARTICLE 7.
<br />INDEMNIFICATION AND LIMITATION OF LIABILITY
<br />7.1 Indemnification.
<br />(a) EDH Indemnification. EDH shall indemnify, defend, and hold harmless Sponsor and
<br />Sponsor's past, present, and future affiliates, governing persons, officers, equity owners, directors, employees,
<br />agents, and contractors ("Sponsor Indemnitees") from and against the full amount of any and all liabilities,
<br />losses, penalties, fines, damages, costs, and expenses (including court costs and reasonable attorneys' fees)
<br />(collectively, "tosses") incurred or suffered by Sponsor Indemnitees with respect to any and all claims,
<br />controversies, suits, legal actions, demands, or proceedings (including mediation proceedings), whether civil,
<br />criminal, investigative, administrative, or legislative, asserted, initiated, filed, claimed, or otherwise pursued by
<br />a third party arising from or caused by: (i) the breach of any term, covenant, agreement, condition,
<br />representation, or warranty under this Agreement by EDH; or (ii) the negligence or willful misconduct of EDH;
<br />provided however, EDH's indemnification obligation under this -Section 7.1(a) shall not apply to the extent any
<br />such Losses incurred by Sponsor indemnitees are caused by a breach of this Agreement or the negligence or
<br />willful misconduct of Sponsor Indemnitees.
<br />(b) Sponsor Indemnification. Subject to the limitations set forth in section 768.28, Florida
<br />Statutes, Sponsor shall indemnify, defend, and hold harmless EDH and EDH's past, present, and future affiliates,
<br />governing persons, officers, equity owners, directors, employees, agents, and contractors ("EDH Indemnitees")
<br />from and against the full amount of any and all Losses incurred or suffered by EDH Indemnitees with respect
<br />to any and all claims, controversies, suits, legal actions, demands, or proceedings (including mediation
<br />proceedings), whether civil, criminal, investigative, administrative, or legislative, asserted, initiated, filed,
<br />claimed, or otherwise pursued by a third party arising from or caused by: (i) the breach of any term, covenant,
<br />agreement, condition, representation, or warranty under this Agreement by Sponsor; or (ii) the negligence or
<br />willful misconduct of Sponsor; provided however, Sponsor's indemnification obligation under this Section
<br />7.1 b shall not apply to the extent any such Losses incurred by EDH Indemnitees are caused by a breach of this
<br />Agreement or the negligence or willful misconduct of EDH Indemnitees.
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